KY Bar Contracts and Uniform Commercial Code 2 — Questions and Answers
Question 1: A Louisville merchant emails a supplier: "Will sell you 500 widgets at $10 each, offer firm for 30 days." The email is signed. Under UCC Article 2, can the merchant revoke after 10 days?
- No, because a signed firm offer by a merchant is irrevocable for the stated period up to three months (Correct answer)
- Yes, because no consideration was given for the option
- Yes, because firm offers only bind merchants for 10 days
- No, because all written offers are irrevocable
Correct answer: No, because a signed firm offer by a merchant is irrevocable for the stated period up to three months
UCC § 2-205 makes a merchant's signed firm offer irrevocable without consideration for the stated time, not exceeding three months.
Question 2: A buyer orders 100 blue chairs. The seller ships 100 red chairs with a note: "Blue unavailable; sending red as an accommodation." What is the legal effect of the shipment?
- It is an acceptance and a breach of contract
- It is an acceptance because shipment always accepts an order
- It is a counteroffer, not an acceptance, so the seller is not in breach (Correct answer)
- It is a rejection that terminates all dealings
Correct answer: It is a counteroffer, not an acceptance, so the seller is not in breach
Under UCC § 2-206, shipment of nonconforming goods with a seasonable accommodation notice is a counteroffer, not acceptance.
Question 3: An uncle promises his nephew $5,000 if the nephew refrains from smoking until age 21. The nephew complies. Is the promise enforceable?
- No, because the nephew benefited from quitting smoking
- Yes, because forbearance of a legal right is valid consideration (Correct answer)
- No, because family promises are presumed gratuitous and unenforceable
- Yes, but only under promissory estoppel
Correct answer: Yes, because forbearance of a legal right is valid consideration
Giving up a legal right, as in Hamer v. Sidway, constitutes bargained-for consideration even if the promisee also benefits.
Question 4: A contractor agrees to build a garage for $30,000. Midway, the contractor demands $5,000 more to finish, and the owner agrees under protest. At common law, is the modification enforceable?
- Yes, because both parties agreed to the new price
- Yes, because modifications never require consideration
- No, because construction contracts cannot be modified orally
- No, because the contractor had a preexisting duty to complete the work (Correct answer)
Correct answer: No, because the contractor had a preexisting duty to complete the work
The common-law preexisting duty rule makes a modification unenforceable without new consideration.
Question 5: A written contract for the sale of land describes the parcel and price and is signed only by the seller. The buyer sues the seller to enforce it. Does the Statute of Frauds bar the claim?
- No, because the writing is signed by the party to be charged (Correct answer)
- Yes, because both parties must sign land contracts
- Yes, because land contracts require a notarized deed
- No, because land contracts are outside the Statute of Frauds
Correct answer: No, because the writing is signed by the party to be charged
The Statute of Frauds requires a writing signed by the party against whom enforcement is sought, here the seller.
Question 6: A buyer of goods discovers a substantial hidden defect two weeks after accepting delivery, when the defect first becomes apparent. What is the buyer's best remedy under the UCC?
- Reject the goods, since rejection is available any time before payment
- Sue only for fraud, since acceptance waives all warranty claims
- Do nothing, because acceptance is always final
- Revoke acceptance within a reasonable time and recover the price paid (Correct answer)
Correct answer: Revoke acceptance within a reasonable time and recover the price paid
UCC § 2-608 permits revocation of acceptance when a substantial nonconformity was difficult to discover, if done within a reasonable time.
Question 7: A famous portrait artist contracts to paint a portrait but dies before starting. The estate refuses to perform. What result?
- The estate must hire another artist to complete the portrait
- The estate is liable for breach because death never excuses performance
- The contract is discharged by impossibility because personal services of a unique artist cannot be delegated (Correct answer)
- The contract is voidable only at the client's option
Correct answer: The contract is discharged by impossibility because personal services of a unique artist cannot be delegated
Death of a party whose unique personal performance is essential discharges the contract by impossibility.
KY Bar Contracts and Uniform Commercial Code 2
A Louisville merchant emails a supplier: "Will sell you 500 widgets at $10 each, offer firm for 30 days." The email is signed.
Under UCC Article 2, can the merchant revoke after 10 days?